Lifecore Biomedical (LFCR) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on June 4, 2026, with voting on four key proposals: election of nine directors, ratification of KPMG LLP as auditor, advisory approval of executive compensation, and approval of the 2026 Stock Incentive Plan.

• Holders of Common Stock and Series A Preferred Stock have distinct voting rights, with Series A holders electing two directors and all stockholders voting on the remaining proposals.

• The Board recommends voting in favor of all proposals and nominees.

Voting matters and shareholder proposals

• Nine directors are up for election: seven by all stockholders and two by Series A Preferred Stockholders.

• Proposals include ratifying KPMG LLP as auditor, a non-binding say-on-pay vote, and approval of the 2026 Stock Incentive Plan.

• Shareholder proposals for the 2027 meeting must be submitted by December 25, 2026, to be considered for inclusion.

Board of directors and corporate governance

• The Board consists of nine members, with a majority being independent; the Chairperson is a non-executive director.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• The Board regularly assesses its composition for diversity, skills, and experience.

• Directors are subject to stock ownership guidelines and annual self-evaluation.